Ravelin Technology Limited Terms of Service

PLEASE VERY CAREFULLY READ THESE TERMS AND CONDITIONS (INCLUDING REFERENCED MATERIALS) BEFORE REGISTERING FOR THE SERVICES. BEFORE CONNECTING YOUR WEBSITE WITH OR OTHERWISE ENABLING ANY OF THE FEATURES OF THE SERVICES, YOU MUST ENSURE THAT YOU ABIDE BY AND MAKE AVAILABLE AN APPROPRIATE PRIVACY POLICY THAT CLEARLY DISCLOSES YOUR USE OF THE SERVICES.

By using our Services, you agree to comply with these terms and conditions ("Terms"). These Terms are a legal contract between you (either an individual or a legal entity that you represent as an authorised employee or agent) ("you" or "Licensee") and Ravelin Technology Limited ("Ravelin," or "we"). BY CLICKING "I AGREE," ACCESSING, BROWSING, REGISTERING FOR, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS. Subject to your compliance with all terms and conditions herein, Ravelin grants you permission to use the Services as set forth in these Terms, until terminated in accordance with these Terms (such period the "Term").

1. Data

By accessing our Services, you represent that you have all necessary authority, permissions, and approvals to (a) connect each of the websites (the "Sites") that you connect with the Services, and (b) register for and use the Services, including without limitation, providing and enabling Ravelin to collect all the information submitted or made available by you and the end users, customers, or other users or visitors to a Site (each an "End User") in connection with the Services (the "Data").

2. Privacy and Compliance

a) Your Privacy Policies. You shall include at each Site an appropriate clearly labelled and easily accessible privacy policy that (i) provides End Users with clear and comprehensive information about cookies, device-specific information, location information, and other information stored on, accessed on, or collected from End Users' devices in connection with the Services, and (ii) includes, as applicable, information about End Users' options for cookie management. You will use commercially reasonable efforts to ensure that each End User consents to the storing and accessing of cookies, device-specific information, location information, or other information on the End User's device in connection with the Services; and (iii) informs End Users that:

(A) any data relating to them may be transferred to Ravelin (a fraud detection company), who will use it to detect whether such End User has ever: committed fraud; been an accessory to such a crime; or has attempted any of the same;

(B) Ravelin will compile such transferred personal data and any results of such detection into a database(“personal data”);

(C) the transferred personal data stored within such database will be anonymised and may be accessible by other customers of Ravelin, who may require it for the purposes of verifying their End User’s identity and/or for the prevention and detection of fraud in the event that such End User wishes to use such other customer’s services; and

(D) the transferred personal data stored within such database will be used to make decisions about End Users by automated means; and

(E) they may request details of the transferred personal data that we hold about them under the Data Protection Act 1998. A small fee will be payable. If they would like a copy of the personal data held on them please write to Ravelin Technology, 33 Bowling Green Lane, London EC1R 0BJ.

You will obtain all necessary consents (in accordance with applicable law and industry good practice guidance) from the relevant data subjects for yourself and on behalf of Ravelin in order for you and Ravelin to carry out the activities detailed above.

The information to be provided to the End User (as described in this paragraph (iii)) and the necessary consents shall be obtained from such End User before any personal data is collected from it and before it enters into any contractual relationship with you, or as soon as possible afterwards.

b) Ravelin's Service Privacy Policy. You will comply with all procedures reasonably required by Ravelin, including ensuring that your End Users are made aware of and agree to Ravelin's data collection, use, and disclosure practices described in Ravelin's Service Privacy Policy, available at https://Ravelin.com/.

3. Registration

a) Username and Password. Certain features of the Services require registering for and being signed into an account. You are solely responsible for maintaining the confidentiality of your account access credentials (user name, password, etc.) and API keys. If you suspect or have reason to believe that your account or API keys are no longer secure, you must immediately notify Ravelin. You are liable for any losses incurred as a result of any unauthorized use of your account for the Services.

b) Accuracy. Please keep your contact information and your End Users’ personal data up to date so Ravelin can ensure you receive timely notices that may be important to you, your End Users and your continued use of the Services. You must provide and maintain true, accurate, and complete information as requested by Ravelin in connection with your registration for and use of the Services. You shall require your End Users to do the same in respect of their personal data. Ravelin will have no liability for failure to deliver notices that result from inaccurate, incomplete, or out of date account information.

4. The Services

a) Your Rights to the Services. Subject to your continued compliance with these Terms, including your payment of any and all applicable fees, Ravelin grants you permission during the Term to access and use the Services solely for your internal business purpose of analysing End User activity and making decisions related to End User transactions. You acknowledge and understand that we do not give any assurances that any particular activity or transaction does or does not constitute fraud or misuse of the Site.

b) Implementation. You agree to implement the Services on each Site in accordance with any documentation or instructions (“Documentation”) provided by Ravelin, and to ensure that the Services, including the API, are implemented in compliance with all requirements from Ravelin. Where necessary, we can provide engineering resources to assist beta customers with the initial implementation. Otherwise, you are responsible for this.

c) API Licence Grant to You. Subject to your compliance with these Terms and solely during the Term, Ravelin hereby grants you a non-exclusive, worldwide, non-transferable, non-sublicensable licence to make calls from each Site to the API solely using the API key issued to you, and solely to enable data interchange between each Site and the Services.

5. General Prohibitions

You agree not to, and the rights granted under this agreement, including any licences, are provided subject to the condition that you agree not to do or attempt (or request that any third party do or attempt) any of the following during or in connection with your (or their) use of or access to the Services:

a) use any information, analytics, or information (including but not limited to personal data) made available to you through the Services for any purpose other than evaluating whether or not to allow an End User to use your services and/or complete an applicable transaction or other End User request to the Site;

b) not transfer or share with any third party any information, analytics, or information (including but not limited to personal data) made available to you through the Services;

c) knowingly or intentionally fail to implement the API completely or properly, including for the purpose of avoiding or reducing amounts payable hereunder;

d) submit any Data or other information to the Services that is false, incomplete, out of date, or misleading, or fail to update information or Data that has become the same;

e) fail to protect any API key, password, or other access credentials issued to you by Ravelin from third party access or use;

f) circumvent or attempt to circumvent any access or use restrictions, data encryption, or content protection related to the Services, including accessing any undocumented API or access or use of any API other than in strict compliance with the Documentation;

g) Engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses, wireless addresses, content available through the Services, other contact or personal information, or any other automatic or manual means of obtaining and storing lists of users or other information from or through the Services, including without limitation any information residing on any server or database connected to the Services. We will constantly assess the accuracy of any End User data contained within our accessible databases. It is therefore important that you obtain the most up to date data via the means of access that we have given to you and do not copy, retain or store any version or part of such databases;

h) Copy, modify or distribute the computer code used to generate web pages on the Services, except to the extent such restriction is impermissible under applicable law;

i) Access, tamper with, or use non-public areas of the Services, Ravelin's computer systems, or the technical delivery systems of Ravelin's providers;

j) Probe, scan or test the vulnerability of any system or network or breach any security or authentication measures;

k) Access or search the Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Ravelin or other generally available third party web browsers;

l) Send unsolicited email, bulk email, junk mail, "spam" or chain letters, or promotions or advertisements for products or services, including without limitation those that are designed to promote, directly or indirectly, a product or Services with which you have a business relationship or other commercial connection;

m) In any way use the Services to send altered, deceptive or false source-identifying information;

n) Decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services, except to the extent such restriction is impermissible under applicable law;

o) Benchmark, test capacity or limitations of, interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming or mail-bombing the Service;

p) Use the Services in violation of Ravelin's or any third party's intellectual property or other proprietary or legal rights; or

q) Use the Services in violation of any applicable law.

6. Data and Analytics

a) Ownership, Licence to, and use of Data. All Data is, as between you and Ravelin, your property. You hereby grant to Ravelin and its successors and assigns a worldwide, nonexclusive, royalty free, fully paid, transferable, sublicensable, perpetual, irrevocable licence to copy, use, reproduce, access, modify, compile, analyze, and create derivative works of the Data in connection with operating the Services, both for you and Ravelin's other customers. We may use your Data to train our machine learning models, which may be used to detect fraud for other users. Initially we will use the Data to train the models but in time we expect to provide you with a fraud score and dashboard based on the Data you provide. We confirm that no other user will have access to your Data, subject to the confidentiality provisions of these Terms, but all users will benefit from the generic model that will be based on an aggregation of all available data.

You represent and warrant that Ravelin's use of the Data in connection with the Services complies with each of your Sites' privacy policies, and will not violate any applicable laws, your agreements with third parties, or any other applicable privacy policies. Upon 180 days' prior written notice from you to Ravelin, Ravelin will use commercially reasonable efforts to delete the raw Data provided by you to Ravelin during a specified time period, but excluding any analysis or derivative data thereof. At no time will Ravelin be obligated to send the Data to you.

b) Ownership of Analytical Results and the Services. You acknowledge and agree that all results or analyses generated by Ravelin through or in connection with the use of Data, whether alone or in combination with data from other sources (the "Analytical Results") are and will be owned by Ravelin. Ravelin agrees not to distribute or publish any Analytical Results, or any Data contained therein or upon which such Analytical Results are based, in a manner that renders you readily ascertainable as a source of such Analytical Results, except as specifically authorized by you in writing. For any Analytical Results that are provided to you as part of the Services, Ravelin hereby grants to you a limited, non-exclusive right and licence to use the Analytical Results for your own internal business purposes (excluding any use of such Analytical Results on behalf of any third party or in any service bureau activity or capacity).

c) Rights to the Services. Your rights with respect to the Services are limited to those rights expressly granted in these Terms. You acknowledge and agree that Ravelin and its licensors own all right, title, and interest in and to the Services, including all intellectual property rights therein. The Services are protected by copyright, trade mark, trade secret, and other laws of both the United Kingdom and other countries. Except as expressly permitted in these Terms, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use or exploit any portion of the Services, including without limitation any information provided through the Services. Except for licences and other rights expressly granted in these Terms, each party retains all right, title and interest in and to text, graphic images or any other images, trade names, and trade marks, their systems, software and other intellectual property ("Intellectual Property"), and these Terms shall not be otherwise construed to restrict, impair, transfer, convey or otherwise deprive the providing party of any of its rights or proprietary interests thereof.

7. Fees and Payment

Ravelin will charge you on a monthly basis in arrears. Pricing will be in accordance with the signed Ravelin Order Form. Unless otherwise agreed, Ravelin may modify its fee arrangements with you from time to time and will give you 30 days’ notice of any changes. You may cancel your subscription with us at any time in accordance with clause 10 of these Terms.

8. Confidentiality

You and Ravelin acknowledge that Ravelin may have access to Data submitted or made available by you, and that you may have access to valuable and proprietary information, including information relating to the Services, passwords, API keys, and Ravelin's technology, systems, methodologies, software, business, customers, pricing, and other non-public information (together with Data, "Confidential Information"). Confidential Information excludes any information that (i) is or was publicly known and made generally available in the public domain through no action or inaction of the receiving party; (ii) is already in the possession of the receiving party at the time of disclosure by the disclosing party, and if received by the receiving party from a third party, without a breach of such third party's obligations of confidentiality; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Both parties agree not to use or disclose the other party's Confidential Information for any purpose not expressly authorized by these Terms, except (i) when compelled under applicable law, after providing prior written notice to the disclosing party (if permitted by applicable law), or (ii) to a third party providing services to the receiving party and pursuant to written obligations of confidentiality no less protective of the Confidential Information than these Terms. Either party may seek an injunction to prevent any breach or continued breach of this Confidentiality section, in addition to any other remedies that may be available at law or at equity.

9. Privacy

Ravelin's Service Privacy Policy (www.ravelin.com/privacy) and set out in Schedule 1 of is hereby incorporated into these Terms by reference. By accepting these Terms, you confirm that you have read, understood and accepted this policy.

10. Term and Termination

If you violate these Terms, your permission to use the Services will automatically terminate. You also agree that Ravelin may at any time, and without notice to you, terminate your right to access and use all or any part of the Services, and any account(s) you may have in connection with the Services for any reason or no reason at all. Ravelin will have no liability whatsoever for and may at any time change, modify, update, remove, or add features to the Services or suspend or revoke your access to or use of all or part of the Services. You may terminate these Terms and your account at any time by contacting customer service at [email protected] with 30 days’ notice. The provisions of Sections 7-10, 12, and 14-16 will survive termination, except that all licence rights granted by Ravelin to you under these Terms do not survive termination.

11. Modification of Terms

Ravelin may modify these Terms and/or its Service Privacy Policy at any time by emailing you a copy. By continuing to access or use the Services after Ravelin has emailed any such modifications, you agree to be bound by the modified Terms and Service Privacy Policy (as applicable). Material changes to these Terms will become effective thirty (30) days after they are published or emailed to you.

12. Indemnity

a) Your indemnity. You will defend (if requested by Ravelin) and indemnify and hold harmless Ravelin, its affiliates and licensors, and each of their respective employees, officers, directors, consultants, affiliates, subsidiaries, agents and contractors (collectively, the "Ravelin Entities") from and against any and all damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from any actual or threatened claim, demand, proceeding, audit, inquiry, or investigation by any person or entity (including without limitation any UK governmental body or agency) related to (a) your actual or alleged access to or use of the Services (including all activities under your account), (b) your breach or noncompliance with these Terms, applicable law, and your obligations to any third parties, (c) your failure to provide sufficient notice to or obtain necessary consent from any third party in connection with your use of the Services and configuration and integration with the APIs in order to make Data available to Ravelin, and (d) your violation, misappropriation, or infringement of any third party right, including without limitation, any intellectual property, moral, publicity, confidentiality, property, or privacy right.

b) Procedure for Indemnification. You will not settle any indemnified matter that requires any admission of wrongdoing or any obligation, other than the payment of money that is your obligation to pay, without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defence of such claim.

13. The Services are Provided "AS-IS"

The Services and any Data, fraud scores and analytical results are provided “as is” on an “as available” basis, without warranty of any kind, whether express, implied, statutory or otherwise. Data and analytical results may be damaged or lost in connection with use of the Services, and Ravelin expressly disclaims the accuracy of any risk scores or other analytical results provided through the Services, or any particular result of the use of the Services, including any enhanced ability to prevent or address fraudulent activity on any Site. Ravelin expressly disclaims all other warranties, express, implied or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, quiet enjoyment, title, non-infringement, and accuracy, to the maximum extent permitted by applicable law.

14. Limitation of Liability

The total liability of the Ravelin Entities arising out of or related to these Terms shall not exceed the fees actually paid by you to Ravelin hereunder during the six month period preceding the event giving rise to any claim. Neither party shall have any liability to the other party for any indirect or consequential loss or for any loss of profits or use, whether in contract, tort (including negligence) breach of statutory duty or otherwise. Nothing in these Terms shall limit or exclude a party’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation or for any other act, omission or liability that may not be limited or excluded by law.

15. Use of Licensee Name for Promotional Purposes

Unless otherwise agreed in an addendum to these terms, you grant Ravelin the right to use your company name, logo and trademarks for the sole purpose of promoting the Ravelin service.

16. Governing Law, Jurisdiction and Dispute Resolution

These Terms (and any dispute or claim arising out of or in connection with them) are governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts for the purpose of litigating any claims or disputes arising out of these Terms.

17. General

a) Entire Agreement. These Terms are the entire and exclusive understanding between you and Ravelin relating to the subject matter hereof, and supersede any and all prior agreements and understandings between the parties, whether oral or in writing.

b) Assignment. You may not assign these Terms, directly or indirectly, by operation of law, merger, change of control, or otherwise, without our prior written consent.

c) Waiver, severability and force majeure. The waiver by either party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Neither party will be liable to the other on account of any loss or damage resulting from any failure or delay to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by circumstances beyond the control and without negligence of the other party

d) Counterparts These Terms may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

e) Independent contractors. The relationship between the parties will be that of independent contractors, and these Terms will not create or be deemed to create any agency, partnership, or joint venture between the parties.

f) Age and prior suspension. By enrolling in the Services, you represent that (a) if you are acting as an individual, you are at least 18 years of age, and (b) you or any individual acting on behalf of you has not previously been suspended or removed from the Services by Ravelin.

g) Compliance with Laws. You will comply with all applicable laws, rules and regulations, including, without limitation, those governing the collection, transmission, processing, and disclosure of personal data in your use of and integration with the Services and the performance of your obligations under these Terms. If at any time you are unable to comply with any such law, rule or regulation, or the other obligations set forth in these Terms, you must immediately (a) disable all API connections between each Site and the Services, (b) notify Ravelin in writing of your inability to comply with these requirements, and (c) suspend all use of the Services until such time that you are able to comply with such law, rule or regulation, and all other obligations set forth in these Terms.